Do the minutes of the general meeting have to be approved?
The duties of the board of directors include keeping the minutes during the general meeting, which are essentially minutes of resolutions. It only has to reflect the resolutions and elections, without having to include the course of the debate with its details in the minutes. However, the results of the voting on each resolution are necessary. The following points of the AGM minutes must be observed:
– the minutes must record the requests for information or inspection and the answers and statements made by the shareholders “on the record”;
– the “objection” of a shareholder due to the attendance of unauthorised persons at the general meeting must be recorded.
The minutes of the general meeting must be in writing; acoustic recordings cannot replace the minutes. They must be signed by the chairperson of the meeting, usually the chairman of the board of directors, and the secretary.
Although it is common practice in many companies, the minutes of the general meeting are not subject to approval by the subsequent meeting.
The shareholders only have the right to inspect the minutes. They have no right to receive a complete copy. Those who are no longer shareholders have lost their right to inspect the minutes. In addition, the law does not contain a time limit for the preparation of the minutes and thus for the beginning of the inspection. Since the Code of Obligations has designed the two-month deadline for filing an action for rescission as a forfeiture deadline, the minutes must therefore be drawn up no later than 20 days after the meeting.